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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 
[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the Quarterly Period Ended June 30, 2012
OR
 
¨ 	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the Transition Period from                     to                     
Commission File Number 0-24612

ADTRAN, INC.
(Exact name of Registrant as specified in its charter)

 

Delaware	 	63-0918200	
(State of Incorporation)	 	(I.R.S. Employer
Identification No.)	
901 Explorer Boulevard, Huntsville, Alabama 35806-2807
(Address of principal executive offices, including zip code)
(256) 963-8000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for shorter period that the Registrant was required to submit and post such files).    Yes   x     No   ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	 	x	  	Accelerated Filer	 	¨	
				
Non-accelerated Filer	 		  	Smaller Reporting Company	 	¨	
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date:

Class	 	Outstanding at July 24, 2012	
Common Stock, $.01 Par Value	 	63,271,378 shares	

 

Table of Contents
ADTRAN, INC.
Quarterly Report on Form 10-Q
For the Three and Six Months Ended June 30, 2012
 Table of Contents

Item
Number	  	Page
Number	 	
PART I. FINANCIAL INFORMATION	  				
1 Financial Statements:	  				
Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011 – (Unaudited)	  	 	3	  	
Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011 – (Unaudited)	  	 	4	  	
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2012 and 2011 – (Unaudited)	  	 	5	  	
Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 – (Unaudited)	  	 	6	  	
Notes to Consolidated Financial Statements – (Unaudited)	  	 	7	  	
2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	 	23	  	
3 Quantitative and Qualitative Disclosures About Market Risk	  	 	33	  	
4 Controls and Procedures	  	 	34	  	
		
PART II. OTHER INFORMATION	  				
1A Risk Factors	  	 	34	  	
2 Unregistered Sales of Equity Securities and Use of Proceeds	  	 	34	  	
6 Exhibits	  	 	35	  	
		
SIGNATURE	  	 	36	  	
		
EXHIBIT INDEX	  	 	37	  	
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of ADTRAN. ADTRAN and its representatives may from time to time make written or oral forward-looking statements, including statements contained in this report, our other filings with the Securities and Exchange Commission (SEC) and other communications with our stockholders. Generally, the words, “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions identify forward-looking statements. We caution you that any forward-looking statements made by us or on our behalf are subject to uncertainties and other factors that could cause such statements to be wrong. A list of factors that could materially affect our business, financial condition or operating results is included under “Factors that Could Affect Our Future Results” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Item 2 of Part I of this report. They have also been discussed in Item 1A of Part I in our most recent Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 29, 2012 with the SEC. Though we have attempted to list comprehensively these important factors, we caution investors that other factors may prove to be important in the future in affecting our operating results. New factors emerge from time to time, and it is not possible for us to predict all of these factors, nor can we assess the impact each factor or a combination of factors may have on our business.
You are further cautioned not to place undue reliance on these forward-looking statements because they speak only of our views as of the date that the statements were made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
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 PART I. FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
ADTRAN, INC.
 CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share amounts)

 	  	June 30,	 	 	December 31,	 	
 	  	2012	 	 	2011	 	
ASSETS	  				 				
Current Assets	  				 				
Cash and cash equivalents	  	$	36,968	  	 	$	42,979	  	
Short-term investments	  	 	169,449	  	 	 	159,347	  	
Accounts receivable, less allowance for doubtful accounts of $5 and $8 at June 30, 2012 and December 31, 2011, respectively	  	 	118,511	  	 	 	76,130	  	
Other receivables	  	 	8,124	  	 	 	9,743	  	
Inventory	  	 	103,776	  	 	 	87,800	  	
Prepaid expenses	  	 	4,670	  	 	 	3,119	  	
Deferred tax assets, net	  	 	12,803	  	 	 	12,125	  	
	  	 	 	 	 	 	 	 	
Total Current Assets	  	 	454,301	  	 	 	391,243	  	
			
Property, plant and equipment, net	  	 	81,981	  	 	 	75,295	  	
Deferred tax assets, net	  	 	8,368	  	 	 	8,345	  	
Goodwill	  	 	3,492	  	 	 	3,492	  	
Other assets	  	 	14,323	  	 	 	7,131	  	
Long-term investments	  	 	348,424	  	 	 	332,008	  	
	  	 	 	 	 	 	 	 	
Total Assets	  	$	910,889	  	 	$	817,514	  	
	  	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	  				 				
Current Liabilities	  				 				
Accounts payable	  	$	46,978	  	 	$	29,404	  	
Unearned revenue	  	 	27,251	  	 	 	9,965	  	
Accrued expenses	  	 	12,577	  	 	 	5,876	  	
Accrued wages and benefits	  	 	15,709	  	 	 	13,518	  	
Income tax payable, net	  	 	10,677	  	 	 	3,169	  	
	  	 	 	 	 	 	 	 	
Total Current Liabilities	  	 	113,192	  	 	 	61,932	  	
			
Non-current unearned revenue	  	 	23,009	  	 	 	4,874	  	
Other non-current liabilities	  	 	14,908	  	 	 	12,077	  	
Bonds payable	  	 	46,500	  	 	 	46,500	  	
	  	 	 	 	 	 	 	 	
Total Liabilities	  	 	197,609	  	 	 	125,383	  	
			
Commitments and contingencies (see Note 14)	  				 				
Stockholders’ Equity	  				 				
Common stock, par value $0.01 per share; 200,000 shares authorized;
79,652 shares issued and 63,488 shares outstanding at June 30, 2012 and
79,652 shares issued and 63,703 shares outstanding at December 31, 2011	  	 	797	  	 	 	797	  	
Additional paid-in capital	  	 	219,693	  	 	 	213,560	  	
Accumulated other comprehensive income	  	 	14,681	  	 	 	13,102	  	
Retained earnings	  	 	861,428	  	 	 	840,206	  	
Less treasury stock at cost: 16,164 and 15,949 shares at June 30, 2012 and December 31, 2011, respectively	  	 	(383,319	) 	 	 	(375,534	) 	
	  	 	 	 	 	 	 	 	
Total Stockholders’ Equity	  	 	713,280	  	 	 	692,131	  	
	  	 	 	 	 	 	 	 	
Total Liabilities and Stockholders’ Equity	  	$	910,889	  	 	$	817,514	  	
	  	 	 	 	 	 	 	 	
See notes to consolidated financial statements
 
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ADTRAN, INC.
 CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)

 	  	Three Months Ended	 	 	Six Months Ended	 	
 	  	June 30,	 	 	June 30,	 	
 	  	2012	 	 	2011	 	 	2012	 	 	2011	 	
Sales	  	$	183,998	  	 	$	184,227	  	 	$	318,733	  	 	$	349,749	  	
Cost of sales	  	 	88,797	  	 	 	77,400	  	 	 	149,445	  	 	 	144,127	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross Profit	  	 	95,201	  	 	 	106,827	  	 	 	169,288	  	 	 	205,622	  	
Selling, general and administrative expenses	  	 	35,905	  	 	 	30,898	  	 	 	69,017	  	 	 	60,450	  	
Research and development expenses	  	 	32,458	  	 	 	24,619	  	 	 	57,252	  	 	 	48,256	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Income	  	 	26,838	  	 	 	51,310	  	 	 	43,019	  	 	 	96,916	  	
					
Interest and dividend income	  	 	1,926	  	 	 	2,003	  	 	 	3,787	  	 	 	3,792	  	
Interest expense	  	 	(581	) 	 	 	(594	) 	 	 	(1,168	) 	 	 	(1,196	) 	
Net realized investment gain	  	 	2,356	  	 	 	3,372	  	 	 	4,823	  	 	 	6,139	  	
Other income (expense), net	  	 	492	  	 	 	(117	) 	 	 	633	  	 	 	(242	) 	
Gain on bargain purchase of a business	  	 	1,753	  	 	 	—  	  	 	 	1,753	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before provision for income taxes	  	 	32,784	  	 	 	55,974	  	 	 	52,847	  	 	 	105,409	  	
					
Provision for income taxes	  	 	(11,714	) 	 	 	(19,031	) 	 	 	(18,816	) 	 	 	(34,208	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Income	  	$	21,070	  	 	$	36,943	  	 	$	34,031	  	 	$	71,201	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding – basic	  	 	63,619	  	 	 	64,690	  	 	 	63,720	  	 	 	64,441	  	
Weighted average shares outstanding – diluted	  	 	64,393	  	 	 	66,135	  	 	 	64,628	  	 	 	66,044	  	
Earnings per common share – basic	  	$	0.33	  	 	$	0.57	  	 	$	0.53	  	 	$	1.10	  	
Earnings per common share – diluted	  	$	0.33	  	 	$	0.56	  	 	$	0.53	  	 	$	1.08	  	
Dividend per share	  	$	0.09	  	 	$	0.09	  	 	$	0.18	  	 	$	0.18	  	
See notes to consolidated financial statements
 
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ADTRAN, INC.
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)

 	  	Three Months Ended	 	 	Six Months Ended	 	
 	  	June 30,	 	 	June 30,	 	
 	  	2012	 	 	2011	 	 	2012	 	 	2011	 	
Net Income	  	$	21,070	  	 	$	36,943	  	 	$	34,031	  	 	$	71,201	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other Comprehensive Income (Loss), net of tax:	  				 				 				 				
					
Net change in unrealized gains (losses) on marketable securities	  	 	(5,054	) 	 	 	(3,140	) 	 	 	1,701	  	 	 	(5,791	) 	
Reclassification adjustments for amounts included in net income	  	 	(181	) 	 	 	(236	) 	 	 	(179	) 	 	 	(395	) 	
Foreign currency translation	  	 	(96	) 	 	 	369	  	 	 	58	  	 	 	456	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other Comprehensive Income (Loss), net of tax	  	 	(5,331	) 	 	 	(3,007	) 	 	 	1,580	  	 	 	(5,730	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive Income, net of tax	  	$	15,739	  	 	$	33,936	  	 	$	35,611	  	 	$	65,471	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See notes to consolidated financial statements
 
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ADTRAN, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

 	  	Six Months Ended
June 30,	 	
 	  	2012	 	 	2011	 	
Cash flows from operating activities:	  				 				
Net income	  	$	34,031	  	 	$	71,201	  	
Adjustments to reconcile net income to net cash provided by operating activities:	  				 				
Depreciation and amortization	  	 	6,615	  	 	 	5,469	  	
Amortization of net premium on available-for-sale investments	  	 	4,330	  	 	 	2,992	  	
Net realized gain on long-term investments	  	 	(4,823	) 	 	 	(6,139	) 	
Net (gain) loss on disposal of property, plant and equipment	  	 	(204	) 	 	 	17	  	
Gain on bargain purchase of a business	  	 	(1,753	) 	 	 	—  	  	
Stock-based compensation expense	  	 	4,432	  	 	 	4,165	  	
Deferred income taxes	  	 	(2,427	) 	 	 	(192	) 	
Tax benefit from stock option exercises	  	 	1,701	  	 	 	10,318	  	
Excess tax benefits from stock-based compensation arrangements	  	 	(1,346	) 	 	 	(9,180	) 	
Changes in operating assets and liabilities:	  				 				
Accounts receivable, net	  	 	(43,062	) 	 	 	(12,373	) 	
Other receivables	  	 	1,997	  	 	 	(6,463	) 	
Income tax receivable, net	  	 	—  	  	 	 	1,936	  	
Inventory	  	 	5,548	  	 	 	(12,402	) 	
Prepaid expenses and other assets	  	 	(1,527	) 	 	 	(176	) 	
Accounts payable	  	 	12,877	  	 	 	14,703	  	
Accrued expenses and other liabilities	  	 	13,099	  	 	 	1,870	  	
Income tax payable, net	  	 	7,508	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	
Net cash provided by operating activities	  	 	36,996	  	 	 	65,746	  	
	  	 	 	 	 	 	 	 	
Cash flows from investing activities:	  				 				
Purchases of property, plant and equipment	  	 	(7,787	) 	 	 	(6,287	) 	
Proceeds from disposals of property, plant and equipment	  	 	266	  	 	 	—  	  	
Proceeds from sales and maturities of available-for-sale investments	  	 	138,307	  	 	 	237,459	  	
Purchases of available-for-sale investments	  	 	(161,849	) 	 	 	(335,870	) 	
Acquisition of business	  	 	7,496	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(23,567	) 	 	 	(104,698	) 	
	  	 	 	 	 	 	 	 	
Cash flows from financing activities:	  				 				
Proceeds from stock option exercises	  	 	4,328	  	 	 	33,022	  	
Purchases of treasury stock	  	 	(13,432	) 	 	 	—  	  	
Dividend payments	  	 	(11,476	) 	 	 	(11,596	) 	
Excess tax benefits from stock-based compensation arrangements	  	 	1,346	  	 	 	9,180	  	
	  	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	  	 	(19,234	) 	 	 	30,606	  	
	  	 	 	 	 	 	 	 	
Net decrease in cash and cash equivalents	  	 	(5,805	) 	 	 	(8,346	) 	
Effect of exchange rate changes	  	 	(206	) 	 	 	456	  	
Cash and cash equivalents, beginning of period	  	 	42,979	  	 	 	31,677	  	
	  	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	  	$	36,968	  	 	$	23,787	  	
	  	 	 	 	 	 	 	 	
See notes to consolidated financial statements
 
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ADTRAN, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements of ADTRAN ® , Inc. and its subsidiaries (ADTRAN) have been prepared pursuant to the rules and regulations for reporting on Quarterly Reports on Form 10-Q. Accordingly, certain information and notes required by generally accepted accounting principles for complete financial statements are not included herein. The December 31, 2011 Consolidated Balance Sheet is derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States.
In the opinion of management, all adjustments necessary for a fair presentation of these interim statements have been included and are of a normal and recurring nature. The results of operations for an interim period are not necessarily indicative of the results for the full year. The interim statements should be read in conjunction with the financial statements and notes thereto included in ADTRAN’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012 with the SEC.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Our more significant estimates include the allowance for doubtful accounts, obsolete and excess inventory reserves, warranty reserves, customer rebates, allowance for sales returns, determination of the deferred revenue components of multiple element sales agreements, estimated costs to complete obligations associated with deferred revenues, estimated income tax contingencies, the fair value of stock-based compensation, impairment of goodwill, value and estimated lives of intangible assets, and the evaluation of other-than-temporary declines in the value of investments. Actual amounts could differ significantly from these estimates.
Recent Accounting Pronouncements
During the six months ended June 30, 2012, we adopted the following accounting standards, which had no material effect on our consolidated results of operations or financial condition:
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. While ASU 2011-05 changes the presentation of comprehensive income, it does not change the components that are recognized in net income or comprehensive income under current accounting guidance. This update is effective for fiscal years, and interim periods within those years, ending after December 15, 2011, with early adoption permitted. We adopted this amendment during the first quarter of 2012, and we have provided the disclosures required for the three and six months ended June 30, 2012 and 2011.
In December 2011, the FASB issued Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the effective date for certain presentation requirements that relate to reclassification adjustments and the effect of those reclassification adjustments on the financial statements. This update is effective for fiscal years, and interim periods within those years, ending after December 15, 2011, with early adoption permitted. We adopted this amendment during the first quarter of 2012. The adoption of this amendment had no effect on our consolidated results of operations and financial condition for the three and six months ended June 30, 2012.
 
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In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This update is effective for annual periods beginning after December 15, 2011. We adopted this amendment during the first quarter of 2012. The adoption of this amendment had no effect on our consolidated results of operations and financial condition for the three and six months ended June 30, 2012.
2. BUSINESS COMBINATIONS
On May 4, 2012, we acquired the Nokia Siemens Networks (NSN) Broadband Access business (NSN BBA business). This acquisition provides us with an established customer base in key markets and complementary, market-focused products and was accounted for as a business combination. We have included the financial results of the NSN BBA business in our consolidated financial statements since the date of acquisition.
We received a cash payment of $7.5 million from NSN and recorded a bargain purchase gain of $1.8 million, net of income taxes, subject to customary working capital adjustments between the parties. The bargain purchase gain represents the excess of the consideration exchanged over the fair value of the assets acquired and liabilities assumed. We have assessed the recognition and measurements of the assets acquired and liabilities assumed based on historical and pro forma data for future periods and have concluded that our valuation procedures and resulting measures were appropriate. The gain is included in the line item “Gain on bargain purchase of a business” in the 2012 Consolidated Statements of Income.
The preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date is as follows:

(In Thousands)	  	 	 	
Other receivables	  	$	395	  	
Inventory	  	 	22,278	  	
Property, plant and equipment	  	 	5,035	  	
Accounts payable	  	 	(5,194	) 	
Unearned revenue	  	 	(13,579	) 	
Accrued expenses	  	 	(1,931	) 	
Accrued wages and benefits	  	 	(2,251	) 	
Deferred tax liability	  	 	(788	) 	
Non-current unearned revenue	  	 	(18,059	) 	
	  	 	 	 	
Net liabilities assumed	  	 	(14,094	) 	
		
Customer relationships	  	 	5,162	  	
Developed technology	  	 	3,176	  	
Other	  	 	13	  	
Gain on bargain purchase of a business, net of tax	  	 	(1,753	) 	
	  	 	 	 	
Net consideration received by buyer	  	$	(7,496	) 	
	  	 	 	 	
The fair value of the customer relationships acquired was calculated using a discounted cash flow method (excess earnings) and is being amortized using a declining balance method derived from projected customer revenue over an average estimated useful life of 13 years. The fair value of the developed technology acquired was calculated using a discounted cash flow method (relief from royalty) and is being amortized using the straight-line method over an estimated useful life of five years.
 
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The following supplemental pro forma information presents the financial results as if the acquisition of the NSN BBA business had occurred on January 1, 2011. This supplemental pro forma information does not purport to be indicative of what would have occurred had the acquisition of the NSN BBA business been completed on January 1, 2011, nor are they indicative of any future results.
The actual revenue and pre-tax income excluding the bargain purchase gain included in our Consolidated Statements of Income from May 4, 2012 to June 30, 2012 was $22.6 million and $(0.4) million, respectively.

 	  	Three Months Ended	 	 	Six Months Ended	 	
 	  	June 30,	 	 	June 30,	 	
(In thousands)	  	2012	 	 	2011	 	 	2012	 	 	2011	 	
Pro forma revenue	  	$	40,164	  	 	$	46,951	  	 	$	74,070	  	 	$	108,285	  	
Pro forma pre-tax income	  	$	(3,813	) 	 	$	(14,138	) 	 	$	(15,458	) 	 	$	(21,040	) 	
Weighted average exchange rate during the period (EURO/USD)	  	€	1.00/$1.29	  	 	€	1.00/$1.44	  	 	€	1.00/$1.30	  	 	€	1.00/$1.40	  	
For the three and six months ended June 30, 2012, we incurred acquisition and integration related expenses and amortization of acquired intangibles of $3.9 million and $5.5 million, respectively, related to this acquisition.
On August 4, 2011, we acquired all of the outstanding stock of Bluesocket, Inc., a provider of wireless network solutions with virtual control, for $23.7 million in cash. The acquisition provides us with IEEE802.11N enterprise class wireless LAN expertise, technology, and products to address the growing transition within small-medium enterprises and large enterprises to wireless networks and mobile devices. We have included the financial results of Bluesocket in our consolidated financial statements since the date of acquisition. Pro forma results of operations prior to the closing date for the acquisition have not been presented because the effect of the acquisition was not material to our financial results.
The allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date is as follows:

(In Thousands)	  	 	 	
Cash	  	$	1,027	  	
Accounts receivable	  	 	298	  	
Inventory	  	 	792	  	
Prepaid expenses	  	 	357	  	
Property, plant and equipment	  	 	173	  	
Deferred tax assets, net	  	 	12,962	  	
Accounts payable	  	 	(441	) 	
Unearned revenue	  	 	(600	) 	
Accrued expenses	  	 	(332	) 	
	  	 	 	 	
Net assets acquired	  	 	14,236	  	
		
Customer relationships	  	 	1,530	  	
Developed technology	  	 	3,230	  	
Intellectual property	  	 	930	  	
Trade names	  	 	270	  	
Goodwill	  	 	3,492	  	
	  	 	 	 	
Total purchase price	  	$	23,688	  	
	  	 	 	 	
During the fourth quarter of 2011, the purchase price and purchase price allocation were adjusted for our final valuations. The adjustments resulted in a decrease to the goodwill recognized in the transaction.
The net deferred tax assets acquired are primarily related to net operating losses and previously capitalized and unamortized research and development expense for tax deduction purposes.
 
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The fair value of the customer relationships, developed technology and intellectual property acquired was calculated using an income approach (excess earnings method) and is being amortized using the straight-line method. The customer relationships and intellectual property are being amortized over an estimated useful life of 7 years and the developed technology is being amortized over an average estimated useful life of 4.5 years.
The fair value of the trade names acquired was calculated using an income approach (relief from royalty method) and is being amortized using the straight-line method over the estimate useful life of 4.5 years.
The goodwill of $3.5 million generated from this acquisition is primarily related to expected synergies and was assigned to our Enterprise Networks division. The goodwill will not be deductible for U.S. federal income tax purposes.
For the three and six months ended June 30, 2012, we incurred acquisition and integration related expenses and amortization of acquired intangibles of $0.4 million and $0.9 million, respectively, related to this acquisition.
3. INCOME TAXES
Our effective tax rate increased from 32.5% in the six months ended June 30, 2011 to 35.6% in the six months ended June 30, 2012. The tax provision rate in the six months ended June 30, 2012 did not include the benefit of the research tax credit, which expired on December 31, 2011. The exclusion of this benefit during the six months ended June 30, 2012 resulted in a 2.2 percentage point increase in our effective tax rate. Also, decreased benefits from a lower volume of stock option exercises in the six months ended June 30, 2012 resulted in a 1.4 percentage point increase in our effective tax rate. Finally, the closure of an audit resulted in a 0.4 percentage point decrease in our effective tax rate for the six months ended June 30, 2012.
During the three months ended June 30, 2012, we acquired the NSN BBA business, which resulted in a bargain purchase gain reported on the income statement. The bargain purchase gain is presented net of tax in the income statement and a deferred tax liability was established in the opening balance sheet for the acquired entity.
4. PENSION BENEFIT PLAN
As a result of our acquisition of the NSN BBA business, we assumed a defined benefit obligation plan from NSN. As a result, we established a Contribution Trust Arrangement (CTA) as a vehicle to hold the pension assets. NSN has estimated the amount of the defined benefit obligation to be approximately $17.8 million. We are in the process of verifying the estimated defined benefit obligation in order to determine the value of assets to be transferred from NSN to us to fund the pension obligation. We anticipate the assets to be transferred will be equal to the defined benefit obligation as of the date of the acquisition.
The following table summarizes the components of net periodic pension cost for the period May 4, 2012 to June 30, 2012:

 	  	May 4, 2012 to	 	
(In thousands)	  	June 30, 2012	 	
Service cost	  	$	190	  	
Interest cost	  	 	127	  	
Expected return on plan assets	  	 	(165	) 	
	  	 	 	 	
Net periodic pension cost	  	$	152	  	

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5. STOCK-BASED COMPENSATION
The following table summarizes the stock-based compensation expense related to stock options, restricted stock units (RSUs) and restricted stock for the three and six months ended June 30, 2012 and 2011, which was recognized as follows:

 	  	Three Months Ended	 	 	Six Months Ended	 	
 	  	June 30,	 	 	June 30,	 	
(In thousands)	  	2012	 	 	2011	 	 	2012	 	 	2011	 	
Stock-based compensation expense included in cost of sales	  	$	97	  	 	$	89	  	 	$	198	  	 	$	180	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Selling, general and administrative expense	  	 	1,047	  	 	 	999	  	 	 	2,098	  	 	 	2,006	  	
Research and development expense	  	 	1,067	  	 	 	988	  	 	 	2,136	  	 	 	1,979	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation expense included in operating expenses	  	 	2,114	  	 	 	1,987	  	 	 	4,234	  	 	 	3,985	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stock-based compensation expense	  	 	2,211	  	 	 	2,076	  	 	 	4,432	  	 	 	4,165	  	
Tax benefit for expense associated with non-qualified options	  	 	(302	) 	 	 	(276	) 	 	 	(603	) 	 	 	(716	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stock-based compensation expense, net of tax	  	$	1,909	  	 	$	1,800	  	 	$	3,829	  	 	$	3,449	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
The fair value of our stock options was estimated using the Black-Scholes model. The determination of the fair value of stock options on the date of grant using the Black-Scholes model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables that may have a significant impact on the fair value estimate.
There were no options granted during the three and six months ended June 30, 2012. The weighted-average assumptions and value of options granted for the three and six months ended June 30, 2011 are summarized as follows:

 	  	Three Months	 	 	Six Months	 	
 	  	Ended	 	 	Ended	 	
 	  	June 30,
2011	 	 	June 30,
2011	 	
Expected volatility	  	 	37.68	% 	 	 	37.68	% 	
Risk-free interest rate	  	 	2.18	% 	 	 	2.18	% 	
Expected dividend yield	  	 	0.86	% 	 	 	0.86	% 	
Expected life (in years)	  	 	4.94	  	 	 	4.94	  	
Weighted-average estimated value	  	$	13.93	  	 	$	13.93	  	
The fair value of our RSUs is calculated using a Monte Carlo Simulation valuation method. There were no RSU grants during the six months ended June 30, 2012 or 2011.
The fair value of restricted stock is equal to the closing price of our stock on the date of grant. There were no restricted stock grants during the six months ended June 30, 2012 or 2011.
Stock-based compensation expense recognized in our Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011 is based on options, RSUs and restricted stock ultimately expected to vest, and has been reduced for estimated forfeitures. Estimated forfeitures for stock options were based upon historical experience and approximate 1.6% annually. We estimated a 0% forfeiture rate for our RSUs and restricted stock due to the limited number of recipients and historical experience for these awards.
As of June 30, 2012, total compensation expense related to non-vested stock options, RSUs and restricted stock not yet recognized was approximately $17.3 million, which is expected to be recognized over an average remaining recognition period of 2.5 years.
 
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The following table is a summary of our stock options outstanding as of December 31, 2011 and June 30, 2012 and the changes that occurred during the six months ended June 30, 2012:

(In thousands, except per share amounts)	  	Number of
Options	 	 	Weighted Avg.
Exercise Price	 	  	Weighted Avg.
Remaining
Contractual
Life In Years	 	  	Aggregate
Intrinsic
Value	 	
Options outstanding, December 31, 2011	  	 	5,400	  	 	$	 25.66	  	  	 	6.78	  	  	$	 27,270	  	
Options granted	  	 	—  	  	 	$	—  	  	  				  				
Options cancelled/forfeited	  	 	(32	) 	 	$	26.31	  	  				  				
Options exercised	  	 	(225	) 	 	$	19.25	  	  				  				
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Options outstanding, June 30, 2012	  	 	5,143	  	 	$	25.94	  	  	 	6.36	  	  	$	25,607	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Options exercisable, June 30, 2012	  	 	2,833	  	 	$	23.83	  	  	 	4.74	  	  	$	19,317	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between ADTRAN’s closing stock price on the last trading day of the quarter and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2012. The aggregate intrinsic value will change based on the fair market value of ADTRAN’s stock.
The total pre-tax intrinsic value of options exercised during the three and six month periods ended June 30, 2012 was $0.6 million and $3.6 million, respectively.
The following table is a summary of our RSUs and restricted stock outstanding as of December 31, 2011 and June 30, 2012 and the changes that occurred during the six months ended June 30, 2012:

(In thousands, except per share amounts)	  	Number
of Shares	 	  	Weighted
Average
Grant Date
Fair Value	 	
Unvested RSUs and restricted stock outstanding, December 31, 2011	  	 	90	  	  	$	 34.21	  	
RSUs and restricted stock granted	  	 	—  	  	  	$	—  	  	
RSUs and restricted stock vested	  	 	—  	  	  	$	—  	  	
RSUs and restricted stock cancelled/forfeited	  	 	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	
Unvested RSUs and restricted stock, June 30, 2012	  	 	90	  	  	$	34.21	  	

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6. INVESTMENTS
At June 30, 2012, we held the following securities and investments, recorded at either fair value or cost.

(In thousands) 	  	Amortized
Cost	 	  	Gross Unrealized	 	 	Carrying
Value	 	
	  			  	Gains	 	  	Losses	 	 			
Deferred compensation plan assets	  	$	10,598	  	  	$	392	  	  	$	(190	) 	 	$	10,800	  	
Corporate bonds	  	 	183,282	  	  	 	786	  	  	 	(333	) 	 	 	183,735	  	
Municipal fixed-rate bonds	  	 	188,845	  	  	 	696	  	  	 	(23	) 	 	 	189,518	  	
Municipal variable rate demand notes	  	 	46,790	  	  	 	—  	  	  	 	—  	  	 	 	46,790	  	
Fixed income bond fund	  	 	846	  	  	 	—  	  	  	 	—  	  	 	 	846	  	
Marketable equity securities	  	 	18,052	  	  	 	18,423	  	  	 	(603	) 	 	 	35,872	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Available-for-sale securities held at fair value	  	$	448,413	  	  	$	20,297	  	  	$	(1,149	) 	 	$	467,561	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 				
Restricted investment held at cost	  				  				  				 	 	48,250	  	
Other investments held at cost	  				  				  				 	 	2,062	  	
	  				  				  				 	 	 	 	
Total carrying value of available-for-sale investments	  				  				  				 	$	517,873	  	
	  				  				  				 	 	 	 	
At December 31, 2011, we held the following securities and investments, recorded at either fair value or cost.

(In thousands) 	  	Amortized
Cost	 	  	Gross Unrealized	 	 	Carrying
Value	 	
	  			  	Gains	 	  	Losses	 	 			
Deferred compensation plan assets	  	$	7,994	  	  	$	119	  	  	$	(401	) 	 	$	7,712	  	
Corporate bonds	  	 	159,077	  	  	 	181	  	  	 	(2,505	) 	 	 	156,753	  	
Municipal fixed-rate bonds	  	 	174,300	  	  	 	579	  	  	 	(53	) 	 	 	174,826	  	
Municipal variable rate demand notes	  	 	69,660	  	  	 	—  	  	  	 	—  	  	 	 	69,660	  	
Fixed income bond fund	  	 	527	  	  	 	194	  	  	 	—  	  	 	 	721	  	
Marketable equity securities	  	 	12,771	  	  	 	19,098	  	  	 	(559	) 	 	 	31,310	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Available-for-sale securities held at fair value	  	$	424,329	  	  	$	20,171	  	  	$	(3,518	) 	 	$	440,982	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 				
Restricted investment held at cost	  				  				  				 	 	48,250	  	
Other investments held at cost	  				  				  				 	 	2,123	  	
	  				  				  				 	 	 	 	
Total carrying value of available-for-sale investments	  				  				  				 	$	491,355	  	
	  				  				  				 	 	 	 	
As of June 30, 2012, our corporate bonds and municipal fixed-rate bonds had the following contractual maturities:

(In thousands) 	  	Corporate
bonds	 	  	Municipal
fixed-rate
bonds	 	
Less than one year	  	$	39,614	  	  	$	83,045	  	
One to two years	  	 	114,900	  	  	 	56,268	  	
Two to three years	  	 	29,221	  	  	 	7,210	  	
Three to five years	  	 	—  	  	  	 	42,995	  	
	  	 	 	 	  	 	 	 	
Total	  	$	183,735	  	  	$	189,518	  	
	  	 	 	 	  	 	 	 	
Our investment policy provides limitations for issuer concentration, which limits, at the time of purchase, the concentration in any one issuer to 5% of the market value of our total investment portfolio.
 
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We review our investment portfolio for potential “other-than-temporary” declines in value on an individual investment basis. We assess, on a quarterly basis, significant declines in value which may be considered other-than-temporary and, if necessary, recognize and record the appropriate charge to write-down the carrying value of such investments. In making this assessment, we take into consideration qualitative and quantitative information, including but not limited to the following: the magnitude and duration of historical declines in market prices, credit rating activity, assessments of liquidity, public filings, and statements made by the issuer. We generally begin our identification of potential other-than-temporary impairments by reviewing any security with a fair value that has declined from its original or adjusted cost basis by 25% or more for six or more consecutive months. We then evaluate the individual security based on the previously identified factors to determine the amount of the write-down, if any. As a result of our review, we recorded an other-than-temporary impairment charge of $33 thousand during the six months ended June 30, 2012 related to eight marketable equity securities. For the six months ended June 30, 2011, we recorded an other-than-temporary impairment charge of $12 thousand related to three marketable equity securities.
Realized gains and losses on sales of securities are computed under the specific identification method. The following table presents gross realized gains and losses related to our investments.

   	  	Three Months Ended	 	 	Six Months Ended	 	
 	  	June 30,	 	 	June 30,	 	
(In thousands) 	  	2012	 	 	2011	 	 	2012	 	 	2011	 	
Gross realized gains	  	$	2,631	  	 	$	3,505	  	 	$	5,300	  	 	$	6,369	  	
Gross realized losses	  	$	(275	) 	 	$	(133	) 	 	$	(477	) 	 	$	(230	) 	
As of June 30, 2012 and 2011, gross unrealized losses related to individual securities that had been in a continuous loss position for 12 months or longer were not significant.
In accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC, we have categorized our cash equivalents held in money market funds and our investments held at fair value into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique for the cash equivalents and investments as follows: Level 1 – Values based on unadjusted quoted prices for identical assets or liabilities in an active market; Level 2 – Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly; Level 3 – Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs include information supplied by investees.
 
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 	  	Fair Value Measurements at June 30, 2012 Using	 	
(In thousands)	  	Fair Value	 	  	Quoted Prices
in Active
Market for
Identical
Assets
(Level 1)	 	  	Significant
Other
Observable
Inputs
(Level 2)	 	  	Significant
Unobservable
Inputs
(Level 3)	 	
Cash equivalents	  				  				  				  				
Money market funds	  	$	9,250	  	  	$	9,250	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Available-for-sale securities	  				  				  				  				
Deferred compensation plan assets	  	 	10,800	  	  	 	10,800	  	  	 	—  	  	  	 	—  	  	
Available-for-sale debt securities	  				  				  				  				
Corporate bonds	  	 	183,735	  	  	 	—  	  	  	 	183,735	  	  	 	—  	  	
Municipal fixed-rate bonds	  	 	189,518	  	  	 	—  	  	  	 	189,518	  	  	 	—  	  	
Municipal variable rate demand notes	  	 	46,790	  	  	 	—  	  	  	 	46,790	  	  	 	—  	  	
Fixed income bond fund	  	 	846	  	  	 	846	  	  	 	—  	  	  	 	—  	  	
Available-for-sale marketable equity securities	  				  				  				  				
Equity securities – technology industry	  	 	18,053	  	  	 	18,053	  	  	 	—  	  	  	 	—  	  	
Equity securities – other	  	 	17,819	  	  	 	17,819	  	  	 	—  	  	  	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Available-for-sale securities	  	 	467,561	  	  	 	47,518	  	  	 	420,043	  	  	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	476,811	  	  	$	56,768	  	  	$	420,043	  	  	$	—  	  	

																	
 	  	Fair Value Measurements at December 31, 2011 Using	 	
(In thousands)	  	Fair Value	 	  	Quoted Prices
in Active
Market for
Identical
Assets
(Level 1)	 	  	Significant
Other
Observable
Inputs
(Level 2)	 	  	Significant
Unobservable
Inputs
(Level 3)	 	
Cash equivalents	  				  				  				  				
Money market funds	  	$	13,696	  	  	$	13,696	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Available-for-sale securities	  				  				  				  				
Deferred compensation plan assets	  	 	7,712	  	  	 	7,712	  	  	 	—  	  	  	 	—  	  	
Available-for-sale debt securities	  				  				  				  				
Corporate bonds	  	 	156,753	  	  	 	—  	  	  	 	156,753	  	  	 	—  	  	
Municipal fixed-rate bonds	  	 	174,826	  	  	 	—  	  	  	 	174,826	  	  	 	—  	  	
Municipal variable rate demand notes	  	 	69,660	  	  	 	—  	  	  	 	69,660	  	  	 	—  	  	
Fixed income bond fund	  	 	721	  	  	 	721	  	  	 	—  	  	  	 	—  	  	
Available-for-sale marketable equity securities	  				  				  				  				
Equity securities – technology industry	  	 	18,743	  	  	 	18,743	  	  	 	—  	  	  	 	—  	  	
Equity securities – other	  	 	12,567	  	  	 	12,567	  	  	 	—  	  	  	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Available-for-sale securities	  	 	440,982	  	  	 	39,743	  	  	 	401,239	  	  	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	454,678	  	  	$	53,439	  	  	$	401,239	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The fair value of our Level 2 securities is calculated using a weighted average market price for each security. Market prices are obtained from a variety of industry standard data providers, security master files from large financial institutions, and other third-party sources. These multiple market prices are used as inputs into a distribution-curve-based algorithm to determine the daily market value of each security.
 
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Our municipal variable rate demand notes have a structure that implies a standard expected market price. The frequent interest rate resets make it reasonable to expect the price to stay at par. These securities are priced at the expected market price.
7. INVENTORY
At June 30, 2012 and December 31, 2011, inventory consisted of the following:

 	  	June 30,	 	  	December 31,	 	
(In thousands)	  	2012	 	  	2011	 	
Raw materials	  	$	49,669	  	  	$	44,588	  	
Work in process	  	 	4,272	  	  	 	3,954	  	
Finished goods	  	 	49,835	  	  	 	39,258	  	
	  	 	 	 	  	 	 	 	
Total	  	$	103,776	  	  	$	87,800	  	
	  	 	 	 	  	 	 	 	
We establish reserves for estimated excess, obsolete, or unmarketable inventory equal to the difference between the cost of the inventory and the estimated fair value of the inventory based upon assumptions about future demand and market conditions. At June 30, 2012 and December 31, 2011, raw materials reserves totaled $8.6 million and $7.9 million, respectively, and finished goods inventory reserves totaled $1.6 million and $1.5 million, respectively.
8. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying value of goodwill, all of which is included in our Enterprise Networks division, for the six months ended June 30, 2012 are as follows:

(In thousands)	  	 	 	
Balance, December 31, 2011	  	$	 3,492	  	
Acquisitions	  	 	—  	  	
Impairment losses	  	 	—  	  	
	  	 	 	 	
Balance, June 30, 2012	  	$	3,492	  	
	  	 	 	 	
Balance as of June 30, 2012	  				
Goodwill	  	$	3,492	  	
Accumulated impairment losses	  	 	—  	  	
	  	 	 	 	
Total goodwill	  	$	3,492	  	
	  	 	 	 	
We evaluate the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. When evaluating whether goodwill is impaired, we first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If we determine that the two-step quantitative test is necessary, then we compare the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, then the amount of the impairment loss is measured. There were no impairment losses during the six months ended June 30, 2012.
 
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The following table presents our intangible assets as of June 30, 2012 and December 31, 2011. Intangible assets are included in other assets in the accompanying Consolidated Balance Sheets and include intangibles acquired in conjunction with our acquisition of Objectworld Communications Corporation on September 15, 2009, Bluesocket, Inc. on August 4, 2011, and the NSN BBA business on May 4, 2012.

 	  	June 30, 2012	 	  	December 31, 2011	 	
(In thousands)	  	Gross
Value	 	  	Accumulated
Amortization	 	 	Net Value	 	  	Gross
Value	 	  	Accumulated
Amortization	 	 	Net Value	 	
Customer relationships	  	$	6,559	  	  	$	(361	) 	 	$	6,198	  	  	$	1,623	  	  	$	(194	) 	 	$	1,429	  	
Developed technology	  	 	6,267	  	  	 	(704	) 	 	 	5,563	  	  	 	3,230	  	  	 	(303	) 	 	 	2,927	  	
Intellectual property	  	 	2,340	  	  	 	(684	) 	 	 	1,656	  	  	 	2,340	  	  	 	(525	) 	 	 	1,815	  	
Trade names	  	 	270	  	  	 	(55	) 	 	 	215	  	  	 	270	  	  	 	(28	) 	 	 	242	  	
Other	  	 	13	  	  	 	(1	) 	 	 	12	  	  	 	—  	  	  	 	—  	  	 	 	—  	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total	  	$	15,449	  	  	$	(1,805	) 	 	$	13,644	  	  	$	7,463	  	  	$	(1,050	) 	 	$	6,413	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Amortization expense was $0.5 million and $0.1 million for the three months ended June 30, 2012 and 2011, respectively, and $0.8 million and $0.1 million for the six months ended June 30, 2012 and 2011, respectively.
As of June 30, 2012, the estimated future amortization expense of our intangible assets is as follows:

(In thousands)	  	Amount	 	
Remainder of 2012	  	$	1,145	  	
2013	  	 	2,291	  	
2014	  	 	2,141	  	
2015	  	 	2,036	  	
2016	  	 	1,796	  	
Thereafter	  	 	4,235	  	
	  	 	 	 	
Total	  	$	13,644	  	
	  	 	 	 	
9. STOCKHOLDERS’ EQUITY
A summary of the changes in stockholders’ equity for the six months ended June 30, 2012 is as follows:

(In thousands)	  	Stockholders’ Equity	 	
Balance, December 31, 2011	  	$	 692,131	  	
Net income	  	 	34,031	  	
Dividend payments	  	 	(11,476	) 	
Dividends accrued for unvested restricted stock units	  	 	(15	) 	
Net change in unrealized gains and losses on marketable securities (net of deferred taxes)	  	 	1,701	  	
Reclassification adjustment for amounts included in net income (net of deferred taxes)	  	 	(179	) 	
Foreign currency translation adjustment	  	 	58	  	
Proceeds from stock option exercises	  	 	4,328	  	
Purchase of treasury stock	  	 	(13,432	) 	
Tax benefits from stock option exercises	  	 	1,701	  	
Stock-based compensation expense	  	 	4,432	  	
	  	 	 	 	
Balance, June 30, 2012	  	$	713,280	  	
	  	 	 	 	
Stock Repurchase Program
Since 1997, our Board of Directors has approved multiple share repurchase programs that have authorized open market repurchase transactions of up to 35 million shares of our common stock. During the six months ended June 30, 2012, we repurchased 0.5 million shares of our common stock at an average price of $29.51 per share. We have the authority to purchase an additional 5.4 million shares of our common stock under plans approved by the Board of Directors on April 14, 2008 and October 11, 2011.
 
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Stock Option Exercises
We issued 0.2 million shares of treasury stock during the six months ended June 30, 2012 to accommodate employee stock option exercises. The stock options had exercise prices ranging from $8.70 to $33.70. We received proceeds totaling $4.3 million from the exercise of these stock options during the six months ended June 30, 2012.
Dividend Payments
During the six months ended June 30, 2012, we paid cash dividends as follows (in thousands except per share amount):

Record Date	  	Payment Date	  	Per Share Amount	 	  	Total Dividend Paid	 	
February 2, 2012	  	February 16, 2012	  	$	0.09	  	  	$	5,739	  	
April 26, 2012	  	May 10, 2012	  	$	0.09	  	  	$	5,737	  	
Other Comprehensive Income
Other comprehensive income consists of the net change in unrealized gains and losses on marketable securities, reclassification adjustments for amounts included in net income related to realized gains on previously impaired marketable securities and foreign currency translation adjustments.
The components of other comprehensive income for the three months ended June 30, 2012 and 2011 are as follows:

 	  	Three Months Ended June 30, 2012	 	 	Three Months Ended June 30, 2011	 	
(In thousands) 	  	Before-Tax
Amount	 	 	Tax
(Expense)
Benefit	 	  	Net-of-Tax
Amount	 	 	Before-Tax
Amount	 	 	Tax
(Expense)
Benefit	 	  	Net-of-Tax
Amount	 	
Net change in unrealized gains (losses) related to marketable securities	  	$	(8,285	) 	 	$	3,231	  	  	$	(5,054	) 	 	$	(5,169	) 	 	$	2,029	  	  	$	(3,140	) 	
Reclassification adjustment for amounts included in net income	  	 	(297	) 	 	 	116	  	  	 	(181	) 	 	 	(382	) 	 	 	146	  	  	 	(236	) 	
Foreign currency translation adjustment	  	 	(96	) 	 	 	—  	  	  	 	(96	) 	 	 	369	  	 	 	—  	  	  	 	369	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Total Other Comprehensive Income (Loss)	  	$	(8,678	) 	 	$	3,347	  	  	$	(5,331	) 	 	$	(5,182	) 	 	$	2,175	  	  	$	(3,007	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
The components of other comprehensive income for the six months ended June 30, 2012 and 2011 are as follows:

 	  	Six Months Ended June 30, 2012	 	 	Six Months Ended June 30, 2011	 	
(In thousands) 	  	Before-Tax
Amount	 	 	Tax
(Expense)
Benefit	 	 	Net-of-Tax
Amount	 	 	Before-Tax
Amount	 	 	Tax
(Expense)
Benefit	 	  	Net-of-Tax
Amount	 	
Net change in unrealized gains (losses) related to marketable securities	  	$	2,789	  	 	$	(1,088	) 	 	$	1,701	  	 	$	(8,493	) 	 	$	2,702	  	  	$	(5,791	) 	
Reclassification adjustment for amounts included in net income	  	 	(294	) 	 	 	115	  	 	 	(179	) 	 	 	(581	) 	 	 	186	  	  	 	(395	) 	
Foreign currency translation adjustment	  	 	58	  	 	 	—  	  	 	 	58	  	 	 	456	  	 	 	—  	  	  	 	456	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Total Other Comprehensive Income (Loss)	  	$	2,553	  	 	$	(973	) 	 	$	1,580	  	 	$	(8,618	) 	 	$	2,888	  	  	$	(5,730	) 	

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10. EARNINGS PER SHARE
A summary of the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2012 and 2011 is as follows:

 	  	Three Months Ended	 	  	Six Months Ended	 	
 	  	June 30,	 	  	June 30,	 	
(In thousands, except per share amounts) 	  	2012	 	  	2011	 	  	2012	 	  	2011	 	
Numerator	  				  				  				  				
Net income	  	$	21,070	  	  	$	36,943	  	  	$	34,031	  	  	$	71,201	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Denominator	  				  				  				  				
Weighted average number of shares – basic	  	 	63,619	  	  	 	64,690	  	  	 	63,720	  	  	 	64,441	  	
Effect of dilutive securities	  				  				  				  				
Stock options	  	 	720	  	  	 	1,387	  	  	 	865	  	  	 	1,547	  	
Restricted stock and restricted stock units	  	 	54	  	  	 	58	  	  	 	43	  	  	 	56	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Weighted average number of shares – diluted	  	 	64,393	  	  	 	66,135	  	  	 	64,628	  	  	 	66,044	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net income per share – basic	  	$	0.33	  	  	$	0.57	  	  	$	0.53	  	  	$	1.10	  	
Net income per share – diluted	  	$	0.33	  	  	$	0.56	  	  	$	0.53	  	  	$	1.08	  	
Anti-dilutive options to purchase common stock outstanding were excluded from the above calculations. Anti-dilutive options totaled 2.5 million and 0.9 million for the three months ended June 30, 2012 and 2011, respectively, and 2.1 million and 0.9 million for the six months ended June 30, 2012 and 2011, respectively.
11. SEGMENT INFORMATION
We operate in two reportable segments: (1) the Carrier Networks Division and (2) the Enterprise Networks Division. We evaluate the performance of our segments based on gross profit; therefore, selling, general and administrative expense, research and development expenses, interest income and dividend income, interest expense, net realized investment gain/loss, other income/expense and provision for taxes are reported on an entity-wide basis only. There are no inter-segment revenues.
The following table presents information about the reported sales and gross profit of our reportable segments for the three and six months ended June 30, 2012 and 2011. Asset information by reportable segment is not reported, since we do not produce such information internally.

 	  	Three Months Ended	 	
 	  	June 30, 2012	 	  	June 30, 2011	 	
(In thousands) 	  	Sales	 	  	Gross Profit	 	  	Sales	 	  	Gross Profit	 	
Carrier Networks	  	$	152,707	  	  	$	78,738	  	  	$	150,492	  	  	$	87,465	  	
Enterprise Networks	  	 	31,291	  	  	 	16,463	  	  	 	33,735	  	  	 	19,362	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	183,998	  	  	$	95,201	  	  	$	184,227	  	  	$	106,827	  	

 	  	Six Months Ended	 	
 	  	June 30, 2012	 	  	June 30, 2011	 	
(In thousands) 	  	Sales	 	  	Gross Profit	 	  	Sales	 	  	Gross Profit	 	
Carrier Networks	  	$	249,361	  	  	$	131,621	  	  	$	282,852	  	  	$	166,963	  	
Enterprise Networks	  	 	69,372	  	  	 	37,667	  	  	 	66,897	  	  	 	38,659	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	318,733	  	  	$	169,288	  	  	$	349,749	  	  	$	205,622	  	

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Sales by Product
Our three major product categories are Carrier Systems, Business Networking and Loop Access.
Carrier Systems products are used by communications service providers to provide data, voice and video services to consumers and enterprises. The Carrier Systems category includes our broadband access products comprised of Total Access ® 5000 multi-service access and aggregation platform products, Total Access 1100/1200 Series Fiber-To-The-Node (FTTN) products, hiX 5600 Series Multi-Service Access Node (MSAN), Ultra Broadband Ethernet (UBE) and Digital Subscriber Line Access Multiplexer (DSLAM) products. Our broadband access products are used by service providers around the world to deliver high-speed Internet access, Plain Old Telephone Service (POTS), Voice over Internet Protocol (VoIP), IP Television (IPTV), and/or Ethernet services from the central office or remote terminal locations to customer premises. The Carrier Systems category also includes our optical products. These products consist of optical multiplexers and transceivers including those used in our Optical Networking Edge (ONE) products, NetVanta 8000 series products, and our family of OPTI products. Optical products are used to deliver higher bandwidth services, aggregate large numbers of low bandwidth services, or transport wavelength services across a fiber optic infrastructure. Total Access 1500 products, 303 concentrator products, M13 multiplexer products, and a number of mobile backhaul products are also included in the Carrier Systems product category.
Business Networking products provide access to telecommunication services, facilitating the delivery of converged services and Unified Communications to the small and mid-sized enterprises (SME) market. The Business Networking category includes Internetworking products and Integrated Access Devices (IADs). Internetworking products consist of our Total Access IP Business Gateways, Optical Network Terminals (ONTs), Virtual Wireless LAN products and NetVanta product lines. NetVanta products include multi-service routers, managed Ethernet switches, IP Private Branch Exchange (PBX) products, IP phone products, Unified Communications solutions, Unified Threat Management (UTM) solutions, and Carrier Ethernet Network Terminating Equipment (NTE). IAD products consist of our Total Access 600 Series and the Total Access 850.
Loop Access products are used by carrier and enterprise customers for access to copper-based telecommunications networks. The Loop Access category includes products such as: Digital Data Service (DDS) and Integrated Services Digital Network (Total Reach) products, High bit-rate Digital Subscriber Line (HDSL) products including Total Access 3000 HDSL and Time Division Multiplexed-Symmetrical HDSL (TDM-SHDSL) products, T1/E1/T3, Channel Service Units/Data Service Units, and TRACER fixed wireless products.
The table below presents sales information by product category for the three and six months ended June 30, 2012 and 2011.

 	  	Three Months Ended	 	  	Six Months Ended	 	
 	  	June 30,	 	  	June 30,	 	
(In thousands) 	  	2012	 	  	2011	 	  	2012	 	  	2011	 	
Carrier Systems	  	$	126,755	  	  	$	112,289	  	  	$	198,013	  	  	$	199,039	  	
Business Networking	  	 	36,590	  	  	 	35,699	  	  	 	79,732	  	  	 	72,062	  	
Loop Access	  	 	20,653	  	  	 	36,239	  	  	 	40,988	  	  	 	78,648	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	183,998	  	  	$	184,227	  	  	$	318,733	  	  	$	349,749	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
In addition, we identify subcategories of product revenues, which we divide into our core products and legacy products. Our core products consist of Broadband Access and Optical products (included in Carrier Systems) and Internetworking products (included in Business Networking) and our legacy products include HDSL products (included in Loop Access) and other products not included in the aforementioned core products.
 
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Subcategory revenues included in the above are as follows:

 	  	Three Months Ended	 	  	Six Months Ended	 	
 	  	June 30,	 	  	June 30,	 	
(In thousands) 	  	2012	 	  	2011	 	  	2012	 	  	2011	 	
Core Products	  				  				  				  				
Broadband Access (included in Carrier Systems)	  	$	106,042	  	  	$	77,062	  	  	$	155,524	  	  	$	128,844	  	
Optical (included in Carrier Systems)	  	 	14,003	  	  	 	22,008	  	  	 	28,258	  	  	 	42,924	  	
Internetworking (NetVanta & Multi-service Access Gateways) (included in Business Networking)	  	 	34,935	  	  	 	33,029	  	  	 	75,909	  	  	 	65,912	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Subtotal	  	 	154,980	  	  	 	132,099	  	  	 	259,691	  	  	 	237,680	  	
					
Legacy Products	  				  				  				  				
HDSL (does not include T1) (included in Loop Access)	  	 	19,465	  	  	 	34,049	  	  	 	38,424	  	  	 	74,994	  	
Other products (excluding HDSL)	  	 	9,553	  	  	 	18,079	  	  	 	20,618	  	  	 	37,075	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Subtotal	  	 	29,018	  	  	 	52,128	  	  	 	59,042	  	  	 	112,069	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	183,998	  	  	$	184,227	  	  	$	318,733	  	  	$	349,749	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Sales by Geographic Region
The table below presents sales information by geographic area for the three and six months ended June 30, 2012 and 2011. International sales correlate to shipments with a non-U.S. destination.

 	  	Three Months Ended	 	  	Six Months Ended	 	
(In thousands) 	  	June 30,	 	  	June 30,	 	
	  	2012	 	  	2011	 	  	2012	 	  	2011	 	
United States	  	$	130,389	  	  	$	160,804	  	  	$	246,832	  	  	$	313,917	  	
International	  	 	53,609	  	  	 	23,423	  	  	 	71,901	  	  	 	35,832	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	183,998	  	  	$	184,227	  	  	$	318,733	  	  	$	349,749	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
12. LIABILITY FOR WARRANTY RETURNS
Our products generally include warranties of 90 days to ten years for product defects. We accrue for warranty returns at the time revenue is recognized based on our estimate of the cost to repair or replace the defective products. We engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers. Our products continue to become more complex in both size and functionality as many of our product offerings migrate from line card applications to systems products. The increasing complexity of our products will cause warranty incidences, when they arise, to be more costly. Our estimates regarding future warranty obligations may change due to product failure rates, material usage, and other rework costs incurred in correcting a product failure. In addition, from time to time, specific warranty accruals may be recorded if unforeseen problems arise. Should our actual experience relative to these factors be worse than our estimates, we will be required to record additional warranty expense. Alternatively, if we provide for more reserves than we require, we will reverse a portion of such provisions in future periods. The liability for warranty obligations totaled $7.2 million at June 30, 2012 and $4.1 million at December 31, 2011. These liabilities are included in accrued expenses in the accompanying Consolidated Balance Sheets.
A summary of warranty expense and write-off activity for the six months ended June 30, 2012 and 2011 is as follows:

Six Months Ended June 30,
(In thousands) 	  	2012	 	 	2011	 	
Balance at beginning of period	  	$	4,118	  	 	$	3,304	  	
Plus: Amounts charged to cost and expenses	  	 	3,313	  	 	 	1,525	  	
Amounts assumed on acquisition	  	 	1,932	  	 	 	—  	  	
Less: Deductions	  	 	(2,137	) 	 	 	(1,183	) 	
	  	 	 	 	 	 	 	 	
Balance at end of period	  	$	7,226	  	 	$	3,646	  	

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13. RELATED PARTY TRANSACTIONS
We employ the law firm of our director emeritus for legal services. All bills for services rendered by this firm are reviewed and approved by our Chief Financial Officer. We believe that the fees for such services are comparable to those charged by other firms for services rendered to us. For the three and six month periods ended June 30, 2012 and 2011, we incurred fees of $10 thousand per month for these legal services.
14. COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, we may be subject to various legal proceedings and claims, including employment disputes, patent claims, disputes over contract agreements and other commercial disputes. In some cases, claimants seek damages or other relief, such as royalty payments related to patents, which, if granted, could require significant expenditures. Although the outcome of any claim or litigation can never be certain, it is our opinion that the outcome of all contingencies of which we are currently aware will not materially affect our business, operations, financial condition or cash flows.
We have committed to invest up to an aggregate of $7.9 million in two private equity funds, and we have contributed $8.4 million as of June 30, 2012, of which $7.7 million has been applied to these commitments.
15. SUBSEQUENT EVENTS
On July 10, 2012, we announced that our Board of Directors declared a quarterly cash dividend of $0.09 per common share to be paid to stockholders of record at the close of business on July 26, 2012. The payment date will be August 9, 2012. The quarterly dividend payment will be approximately $5.7 million. In July 2003, our Board of Directors elected to begin declaring quarterly dividends on our common stock considering the tax treatment of dividends and adequate levels of Company liquidity.
During the third quarter of 2012 and as of August 3, 2012, we repurchased 0.5 million shares of our common stock through open market purchases at an average cost of $21.08 per share. We have the authority to purchase an additional 4.9 million shares of our common stock under plans approved by the Board of Directors on April 14, 2008 and October 11, 2011.
 
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 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes that appear elsewhere in this document.
OVERVIEW
ADTRAN, Inc. designs, manufactures and markets solutions and provides services and support for communications networks. Our solutions are widely deployed by providers of communications services (serviced by our Carrier Networks Division), and small and mid-sized enterprises (SMEs) (serviced by our Enterprise Networks Division), and enable voice, data, video and Internet communications across wireline and wireless networks. Many of these solutions are currently in use by every major United States and many global service providers, as well as by many public, private and governmental organizations worldwide.
Our success depends upon our ability to increase unit volume and market share through the introduction of new products and succeeding generations of products having lower selling prices and increased functionality as compared to both the prior generation of a product and to the products of competitors. An important part of our strategy is to reduce the cost of each succeeding product generation and then lower the product’s selling price based on the cost savings achieved in order to gain market share and/or improve gross margins. As a part of this strategy, we seek in most instances to be a high-quality, low-cost provider of products in our markets. Our success to date is attributable in large measure to our ability to design our products initially with a view to their subsequent redesign, allowing both increased functionality and reduced manufacturing costs in each succeeding product generation. This strategy enables us to sell succeeding generations of products to existing customers, while increasing our market share by selling these enhanced products to new customers.
Our three major product categories are Carrier Systems, Business Networking and Loop Access. Carrier Systems products are used by communications service providers to provide data, voice and video services to consumers and enterprises. Business Networking products provide access to telecommunication services, facilitating the delivery of converged services and Unified Communications to the SME market. Loop Access products are used by carrier and enterprise customers for access to copper-based telecommunications networks.
In addition, we identify subcategories of product revenues, which we divide into our core products and legacy products. Our core products consist of Broadband Access and Optical products (included in Carrier Systems) and Internetworking products (included in Business Networking) and our legacy products include HDSL products (included in Loop Access) and other products not included in the aforementioned core products. Many of our customers are migrating their networks to deliver higher bandwidth services by utilizing newer technologies. We believe that products and services offered in our core product areas position us well for this migration. Despite occasional increases, we anticipate that revenues of many of our legacy products, including HDSL, will decline over time; however, revenues from these products may continue for years because of the time required for our customers to transition to newer technologies.
See Note 11 of Notes to Consolidated Financial Statements in this report for further information regarding these product categories.
Sales were $184.0 million and $318.7 million for the three and six months ended June 30, 2012 compared to $184.2 million and $349.7 million for the three and six months ended June 30, 2011. Product revenues for our three primary growth areas, Broadband Access, Optical Access and Internetworking, were $155.0 million and $259.7 million for the three and six months ended June 30, 2012 compared to $132.1 million and $237.7 million for the three and six months ended June 30, 2011. Our gross margin decreased to 51.7% and 53.1% for the three and six months ended June 30, 2012 from 58.0% and 58.8% for the three and six months ended June 30, 2011. Our operating income margin decreased to 14.6% and 13.5% for the three and six months ended June 30, 2012 from 27.9% and 27.7% for the three and six months ended June 30, 2011. Net income was $21.1 million and $34.0 million for the three and six months ended June 30, 2012 compared to $36.9 million and $71.2 million for the three and six months ended June 30, 2011. Our effective tax rate increased to 35.7% for the three months ended June 30, 2012 from 34.0% for the three months ended June 30, 2011 and increased to 35.6% for the six months ended June 30, 2012 from 32.5% for the six months ended June 30, 2011. Earnings per share, assuming dilution, were $0.33 and $0.53 for the three and six months ended June 30, 2012 compared to $0.56 and $1.08 for the three and six months ended June 30, 2011.
 
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Our operating results have fluctuated on a quarterly basis in the past, and may vary significantly in future periods due to a number of factors, including customer order activity and backlog. Backlog levels vary because of seasonal trends, the timing of customer projects and other factors that affect customer order lead times. Many of our customers require prompt delivery of products. This requires us to maintain sufficient inventory levels to satisfy anticipated customer demand. If near-term demand for our products declines, or if potential sales in any quarter do not occur as anticipated, our financial results could be adversely affected. Operating expenses are relatively fixed in the short term; therefore, a shortfall in quarterly revenues could significantly impact our financial results in a given quarter.
Our operating results may also fluctuate as a result of a number of other factors, including a decline in general economic and market conditions, increased competition, customer order patterns, changes in product mix, timing differences between price decreases and product cost reductions, product warranty returns, expediting costs and announcements of new products by us or our competitors. Additionally, maintaining sufficient inventory levels to assure prompt delivery of our products increases the amount of inventory that may become obsolete and increases the risk that the obsolescence of this inventory may have an adverse effect on our business and operating results. Also, not maintaining sufficient inventory levels to assure prompt delivery of our products may cause us to incur expediting costs to meet customer delivery requirements, which may negatively impact our operating results in a given quarter.
Accordingly, our historical financial performance is not necessarily a meaningful indicator of future results, and, in general, management expects that our financial results may vary from period to period. A list of factors that could materially affect our business, financial condition or operating results is included under “Factors That Could Affect Our Future Results” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Item 2 of Part I of this report. These factors have also been discussed in more detail in Item 1A of Part I in our most recent Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012 with the SEC.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our critical accounting policies and estimates have not changed significantly from those detailed in our most recent Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012 with the SEC.
EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS
See Note 1 of Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q for a full description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition, which is incorporated herein by reference.
 
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ACQUISITION EXPENSES
On August 4, 2011, we closed on the acquisition of Bluesocket, Inc. and on May 4, 2012, we closed on the acquisition of the Nokia Siemens Networks (NSN) Broadband Access business (NSN BBA business). Acquisition related expenses, amortizations and adjustments for the three and six months ended June 30, 2012 for both transactions are as follows:

(In Thousands)	  	Three
Months Ended
June 30, 2012	 	 	Six
Months Ended
June 30, 2012	 	
Bluesocket, Inc. acquisition	  				 				
Amortization of acquired intangible assets	  	$	267	  	 	$	485	  	
Amortization of other purchase accounting adjustments	  	 	111	  	 	 	377	  	
	  	 	 	 	 	 	 	 	
Subtotal	  	 	378	  	 	 	862	  	
	  	 	 	 	 	 	 	 	
NSN BBA acquisition	  				 				
Amortization of acquired intangible assets	  	 	172	  	 	 	172	  	
Amortization of other purchase accounting adjustments	  	 	1,052	  	 	 	1,052	  	
Acquisition related professional fees, travel and other expenses	  	 	2,705	  	 	 	4,285	  	
	  	 	 	 	 	 	 	 	
Subtotal	  	 	3,929	  	 	 	5,509	  	
			
Total acquisition related expenses, amortizations and adjustments	  	 	4,307	  	 	 	6,371	  	
Tax effect	  	 	(1,361	) 	 	 	(2,039	) 	
	  	 	 	 	 	 	 	 	
Total acquisition related expenses, amortizations and adjustments, net of tax	  	$	2,946	  	 	$	4,332	  	
	  	 	 	 	 	 	 	 	
The acquisition related expenses, amortizations and adjustments above were recorded in the following Consolidated Statements of Income categories for the three and six months ended June 30, 2012:

(In Thousands)	  	Three
Months Ended
June 30, 2012	 	 	Six
Months Ended
June 30, 2012	 	
Revenue (adjustments to deferred revenue recognized in the period)	  	$	508	  	 	$	654	  	
Cost of goods sold	  	 	669	  	 	 	806	  	
	  	 	 	 	 	 	 	 	
Subtotal	  	 	1,177	  	 	 	1,460	  	
	  	 	 	 	 	 	 	 	
Selling, general and administrative expenses	  	 	2,361	  	 	 	3,922	  	
Research and development expenses	  	 	769	  	 	 	989	  	
	  	 	 	 	 	 	 	 	
Subtotal	  	 	3,130	  	 	 	4,911	  	
	  	 	 	 	 	 	 	 	
Total acquisition related expenses, amortizations and adjustments	  	 	4,307	  	 	 	6,371	  	
Tax effect	  	 	(1,361	) 	 	 	(2,039	) 	
	  	 	 	 	 	 	 	 	
Total acquisition related expenses, amortizations and adjustments, net of tax	  	$	2,946	  	 	$	4,332	  	

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RESULTS OF OPERATIONS – THREE AND SIX MONTHS ENDED JUNE 30, 2012 COMPARED TO THREE AND SIX MONTHS ENDED JUNE 30, 2011
SALES
ADTRAN’s sales decreased 0.1% from $184.2 million in the three months ended June 30, 2011 to $184.0 million in the three months ended June 30, 2012, and decreased 8.9% from $349.7 million in the six months ended June 30, 2011 to $318.7 million in the six months ended June 30, 2012. The decrease in sales for the three months ended June 30, 2012 is primarily attributable to a $23.1 million decrease in sales of our HDSL and other legacy products and an $8.0 million decrease in sales of our Optical products, substantially offset by a $29.0 million increase in sales of our Broadband Access products and a $1.9 million increase in sales of our Internetworking products. The decrease in sales for the six months ended June 30, 2012 is primarily attributable to a $53.0 million decrease in sales of our HDSL and other legacy products, a $14.7 million decrease in sales of our Optical products, partially offset by a $26.7 million increase in sales of our Broadband Access products and a $10.0 million increase in sales of our Internetworking products.
Carrier Networks sales increased 1.5% from $150.5 million in the three months ended June 30, 2011 to $152.7 million in the three months ended June 30, 2012, and decreased 11.8% from $282.9 million in the six months ended June 30, 2011 to $249.4 in the six months ended June 30, 2012. The increase in sales for the three months ended June 30, 2012 is primarily attributable to increases in sales of our Broadband Access products and Internetworking NTE products, partially offset by decreases in sales of our Optical products and HDSL and other legacy products. The decrease in sales for the six months ended June 30, 2012 is primarily attributable to decreases in sales of our Optical products and HDSL and other legacy products. This decline was partially offset by the added sales of the NSN BBA business and an increase in sales of our Internetworking NTE products and organic Broadband Access products. Our organic Broadband Access sales for the six months ended June 30, 2012 were impacted by a delay in both the start and ramp-up of orders during the first quarter of this year from one of our larger carrier customers due to a new systems implementation. The declining trend in HDSL and other legacy products has been expected as we evolve our products towards packet-based technologies.
Enterprise Networks sales decreased 7.2% from $33.7 million in the three months ended June 30, 2011 to $31.3 million in the three months ended June 30, 2012, and increased 3.7% from $66.9 million in the six months ended June 30, 2011 to $69.4 million in the six months ended June 30, 2012. The decrease for the three months ended June 30, 2012 is primarily attributable to a decrease in sales of Internetworking products and legacy products. The increase for the six months ended June 30, 2012 is primarily attributable to an increase in Internetworking product sales, partially offset by a decrease in sales of legacy products. Internetworking product sales attributable to Enterprise Networks were 91.1% of the division’s sales in the three and six months ended June 30, 2012, compared to 85.4% and 85.2% in the three and six months ended June 30, 2011. Legacy products primarily comprise the remainder of Enterprise Networks sales. Enterprise Networks sales as a percentage of total sales decreased from 18.3% for the three months ended June 30, 2011 to 17.0% for the three months ended June 30, 2012 and increased from 19.1% for the six months ended June 30, 2011 to 21.8% for the six months ended June 30, 2012.
International sales, which are included in the Carrier Networks and Enterprise Networks amounts discussed above, increased 128.9% from $23.4 million in the three months ended June 30, 2011 to $53.6 million in the three months ended June 30, 2012, and increased 100.7% from $35.8 million in the six months ended June 30, 2011 to $71.9 million in the six months ended June 30, 2012. International sales, as a percentage of total sales, increased from 12.7% for the three months ended June 30, 2011 to 29.1% for the three months ended June 30, 2012, and increased from 10.2% for the six months ended June 30, 2011 to 22.6% for the six months ended June 30, 2012. International sales increased in the three and six months ended June 30, 2012 compared to the three and six months ended June 30, 2011 primarily due to sales attributable to the acquired NSN BBA business and an increase in organic sales in Latin America.
Carrier System product sales increased $14.5 million in the three months ended June 30, 2012 and decreased $1.0 million in the six months ended June 30, 2012 compared to the three and six months ended June 30, 2011. The increase for the three months ended June 30, 2012 is primarily due to a $29.0 million increase in Broadband Access product sales, partially offset by an $8.0 million decrease in Optical product sales and a $6.5 million decrease in legacy product sales. The decrease for the six months ended June 30, 2012 is primarily due to a $14.7 million decrease in Optical product sales and a $13.0 million decrease in legacy product sales. This decline was partially offset by the added sales of the NSN BBA business and an increase in sales of our Internetworking NTE products and organic Broadband Access products.
 
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Our organic Broadband Access sales for the six months ended June 30, 2012 were impacted by a delay in both the start and ramp-up of orders during the first quarter of this year from one of our larger carrier customers due to a new systems implementation. The declining trend in HDSL and other legacy products has been expected as we evolve our products towards packet-based technologies.
Business Networking product sales increased $0.9 million and $7.7 million in the three and six months ended June 30, 2012 compared to the three and six months ended June 30, 2011. The increase for the three months ended June 30, 2012 is primarily due to a $1.9 million increase in Interworking product sales across both divisions, partially offset by a $1.0 million decrease in legacy product sales. The increase for the six months ended June 30, 2012 is primarily due to a $10.0 million increase in Interworking product sales across both divisions, partially offset by a $2.3 million decrease in legacy product sales. The decrease in sales of traditional products is a result of customers shifting to newer technologies. Many of these newer technologies are integral to our Internetworking product area.
Loop Access product sales decreased $15.6 million and $37.7 million in the three and six months ended June 30, 2012 compared to the three and six months ended June 30, 2011. The decrease for the three months ended June 30, 2012 is primarily due to a $14.6 million decrease in HDSL product sales. The decrease for the six months ended June 30, 2012 is primarily due to a $36.6 million decrease in HDSL product sales.
COST OF SALES
As a percentage of sales, cost of sales increased from 42.0% in the three months ended June 30, 2011 to 48.3% in the three months ended June 30, 2012 and increased from 41.2% in the six months ended June 30, 2011 to 46.9% in the six months ended June 30, 2012. This increase is primarily attributable to lower gross margins related to the recently acquired NSN BBA business, customer price movements to achieve market share position and higher warranty costs.
Carrier Networks cost of sales, as a percent of division sales, increased from 41.9% in the three months ended June 30, 2011 to 48.4% in the three months ended June 30, 2012 and increased from 41.0% in the six months ended June 30, 2011 to 47.2% in the six months ended June 30, 2012. The increase in Carrier Networks cost of sales as a percentage of sales is primarily attributable to lower gross margins related to the recently acquired NSN BBA business, customer price movements to achieve market share position and higher warranty costs.
Enterprise Networks cost of sales, as a percent of division sales, increased from 42.6% in the three months ended June 30, 2011 to 47.4% in the three months ended June 30, 2012 and increased from 42.2% in the six months ended June 30, 2011 to 45.7% in the six months ended June 30, 2012. The increase is primarily attributable to lower cost absorption due to the lower production volumes, customer price movements to achieve market share position, and the impact of cost allocations between divisions.
An important part of our strategy is to reduce the product cost of each succeeding product generation and then to lower the product’s price based on the cost savings achieved. This may cause variations in our gross profit percentage due to timing differences between the recognition of cost reductions and the lowering of product selling prices.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased 16.2% from $30.9 million in the three months ended June 30, 2011 to $35.9 million in the three months ended June 30, 2012 and increased 14.2% from $60.5 million in the six months ended June 30, 2011 to $69.0 million in the six months ended June 30, 2012. The increase in selling, general and administrative expenses for the three and six month periods ended June 30, 2012 is primarily related to increases in staffing and fringe benefit costs due to increased headcount, including expenses and increased headcount related to the NSN BBA business acquired on May 4, 2012 and Bluesocket, Inc., which was acquired on August 4, 2011, professional services, legal services and travel expenses. The increases in professional services, legal services and travel expenses were primarily attributable to the acquired NSN BBA business.
Selling, general and administrative expenses as a percentage of sales increased from 16.8% in the three months ended June 30, 2011 to 19.5% in the three months ended June 30, 2012 and increased from 17.3% in the six months ended June 30, 2011 to 21.7% in the six months ended June 30, 2012. Selling, general and administrative expenses as a percentage of sales may fluctuate whenever there is a significant fluctuation in revenues for the periods being compared.
 
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RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses increased 31.8% from $24.6 million in the three months ended June 30, 2011 to $32.5 million in the three months ended June 30, 2012 and increased 18.6% from $48.3 million in the six months ended June 30, 2011 to $57.3 million in the six months ended June 30, 2012. The increase in research and development expenses for the three and six months ended June 30, 2012 is primarily related to increases in staffing and fringe benefit costs due to increased headcount, including expenses and increased headcount related to the NSN BBA business acquired on May 4, 2012 and Bluesocket, Inc., which was acquired on August 4, 2011, and amortization of acquired intangible assets related to both acquisitions.
As a percentage of sales, research and development expenses increased from 13.4% in the three months ended June 30, 2011 to 17.6% in the three months ended June 30, 2012 and increased from 13.8% in the six months ended June 30, 2011 to 18.0% in the six months ended June 30, 2012. Research and development expenses as a percentage of sales will fluctuate whenever there are incremental product development activities or a significant fluctuation in revenues for the periods being compared.
We expect to continue to incur research and development expenses in connection with our new and existing products and our expansion into international markets. We continually evaluate new product opportunities and engage in intensive research and product development efforts which provides for new product development, enhancement of existing products and product cost reductions. We may incur significant research and development expenses prior to the receipt of revenues from a major new product group.
INTEREST AND DIVIDEND INCOME
Interest and dividend income decreased 3.8% from $2.0 million in the three months ended June 30, 2011 to $1.9 million in the three months ended June 30, 2012 and was flat at $3.8 million for the six months ended June 30, 2011 and June 30, 2012. The decrease for the three months ended June 30, 2012 is primarily driven by a 6.6% reduction in the average rate of return on our investments as a result of lower interest rates, partially offset by a 13.2% increase in our average investment balances.
INTEREST EXPENSE
Interest expense, which is primarily related to our taxable revenue bond, remained constant at $0.6 million in each of the three months ended June 30, 2012 and 2011 and $1.2 million in each of the six months ended June 30, 2012 and 2011, respectively. See “Liquidity and Capital Resources” below for additional information on our revenue bond.
NET REALIZED INVESTMENT GAIN
Net realized investment gain decreased 30.1% from $3.4 million in the three months ended June 30, 2011 to $2.4 million in the three months ended June 30, 2012 and decreased 21.4% from $6.1 million in the six months ended June 30, 2011 to $4.8 million in the six months ended June 30, 2012. The higher amount of realized gains in the period ended June 30, 2011 is primarily driven by the sales of previously impaired assets in the deferred compensation plans and sales of other equity securities. See “Investing Activities” in “Liquidity and Capital Resources” below for additional information.
OTHER INCOME (EXPENSE), NET
Other income (expense), net, comprised primarily of miscellaneous income, gains and losses on foreign currency transactions, investment account management fees, scrap raw material sales, and gains and losses on the disposal of property, plant and equipment occurring in the normal course of business, changed from $0.1 million of expense in the three months ended June 30, 2011 to $0.5 million of income in the three months ended June 30, 2012 and changed from $0.2 million of expense in the six months ended June 30, 2011 to $0.6 million of income in the six months ended June 30, 2012.
INCOME TAXES
Our effective tax rate increased from 32.5% in the six months ended June 30, 2011 to 35.6% in the six months ended June 30, 2012. The tax provision rate in the six months ended June 30, 2012 did not include the benefit of the research tax credit, which expired on December 31, 2011. The exclusion of this benefit during the six months ended June 30, 2012 resulted in a 2.2 percentage point increase in our effective tax rate. Also, decreased benefits from a lower volume of stock option exercises in the six months ended June 30, 2012 resulted in a 1.4 percentage point increase in our effective tax rate. Finally, the closure of an audit resulted in a 0.4 percentage point decrease in our effective tax rate for the six months ended June 30, 2012.
 
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During the three months ended June 30, 2012, we acquired the NSN BBA business, which resulted in a bargain purchase gain reported on the income statement. The bargain purchase gain is presented net of tax in the income statement and a deferred tax liability was established in the opening balance sheet for the acquired entity.
NET INCOME
As a result of the above factors, net income decreased $15.9 million from $36.9 million in the three months ended June 30, 2011 to $21.1 million in the three months ended June 30, 2012 and decreased $37.2 million from $71.2 million in the six months ended June 30, 2011 to $34.0 million in the six months ended June 30, 2012.
As a percentage of sales, net income decreased from 20.1% in the three months ended June 30, 2011 to 11.5% in the three months ended June 30, 2012 and decreased from 20.4% in the six months ended June 30, 2011 to 10.7% in the six months ended June 30, 2012.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
We intend to finance our operations with cash flow from operations. We have used, and expect to continue to use, the cash generated from operations for working capital, purchases of treasury stock, dividend payments, and other general corporate purposes, including (i) product development activities to enhance our existing products and develop new products and (ii) expansion of sales and marketing activities. We believe our cash and cash equivalents, investments and cash generated from operations to be adequate to meet our operating and capital needs for the foreseeable future.
At June 30, 2012, cash on hand was $37.0 million and short-term investments were $169.4 million, which resulted in available short-term liquidity of $206.4 million. At December 31, 2011, our cash on hand of $43.0 million and short-term investments of $159.3 million resulted in available short-term liquidity of $202.3 million. The increase in short-term liquidity from December 31, 2011 to June 30, 2012 primarily reflects funds provided by our operating activities, proceeds from stock option exercises and cash received from NSN as a result of our acquisition of the NSN BBA business, offset by an increase in the purchase of long-term investments, equipment acquisitions and dividends.
Operating Activities
Our working capital, which consists of current assets less current liabilities, increased 3.6% from $329.3 million as of December 31, 2011 to $341.1 million as of June 30, 2012. The quick ratio, defined as cash, cash equivalents, short-term investments, and net accounts receivable, divided by current liabilities, decreased from 4.50 as of December 31, 2011 to 2.87 as of June 30, 2012. The current ratio, defined as current assets divided by current liabilities, decreased from 6.32 as of December 31, 2011 to 4.01 as of June 30, 2012. The increase in our working capital and decreases in the quick ratio and the current ratio are primarily attributable to changes in the underlying assets and liabilities, including deferred revenue balances, relating to the acquired NSN BBA business.
Net accounts receivable increased 55.7% from $76.1 million at December 31, 2011 to $118.5 million at June 30, 2012. Our allowance for doubtful accounts was $8 thousand at December 31, 2011 and $5 thousand at June 30, 2012. Quarterly accounts receivable days sales outstanding (DSO) increased from 40 days as of December 31, 2011 to 59 days as of June 30, 2012. Net accounts receivable and DSO increased for the quarter ended June 30, 2012 due to trade receivables incurred during the months of May and June in the acquired NSN BBA business and the timing of shipments in the organic business during the quarter. Other receivables decreased from $9.7 million at December 31, 2011 to $8.1 million at June 30, 2012. Generally, the change in other receivables is due to the timing of shipments and payments received for raw materials supplied to our contract manufacturers.
Quarterly inventory turnover increased from 3.5 turns as of December 31, 2011 to 3.6 turns as of June 30, 2012. Inventory increased 18.2% from December 31, 2011 to June 30, 2012. The increase in inventory is primarily attributable to inventories acquired during the acquisition of the NSN BBA business. We expect inventory levels to fluctuate as we attempt to maintain sufficient inventory in response to seasonal cycles of our business; ensuring competitive lead times while managing the risk of inventory obsolescence that may occur due to rapidly changing technology and customer demand.
 
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Accounts payable increased 59.8% from $29.4 million at December 31, 2011 to $47.0 million at June 30, 2012. The increase in accounts payable is primarily attributable to accounts payable incurred during the months of May and June in the acquired NSN BBA business. Additionally, accounts payable will fluctuate due to variations in the timing of the receipt of supplies, inventory and services and our subsequent payments for these purchases.
Investing Activities
Capital expenditures totaled approximately $7.8 million and $6.3 million for the six months ended June 30, 2012 and 2011, respectively. These expenditures were primarily used to purchase manufacturing and test equipment and computer software and hardware.
On May 4, 2012, we acquired the NSN BBA business. This acquisition provides us with an established customer base in key markets and complementary, market-focused products and was accounted for as a business combination. We received a cash payment of $7.5 million from NSN and recorded a bargain purchase gain of $1.8 million, net of income taxes, subject to customary working capital adjustments between the parties.
Our combined short-term and long-term investments increased $26.5 million from $491.4 million at December 31, 2011 to $517.9 million at June 30, 2012. This increase reflects the impact of additional funds available for investment provided by our operating activities and stock option exercises by our employees, reduced by our cash needs for equipment acquisitions and dividends, as well as net realized and unrealized losses and amortization of net premiums on our combined investments.
We invest all available cash not required for immediate use in operations primarily in securities that we believe bear minimal risk of loss. At June 30, 2012 these investments included municipal variable rate demand notes of $46.8 million, municipal fixed-rate bonds of $189.5 million and corporate bonds of $183.7 million. At December 31, 2011, these investments included municipal variable rate demand notes of $69.7 million, municipal fixed-rate bonds of $174.8 million and corporate bonds of $156.8 million. As of June 30, 2012, our corporate bonds, municipal fixed-rate bonds, and municipal variable rate demand notes were classified as available-for-sale and had a combined duration of 0.97 years with an average credit rating of AA-. Because our bond portfolio has a high quality rating and contractual maturities of a short duration, we are able to obtain prices for these bonds derived from observable market inputs, or for similar securities traded in an active market, on a daily basis.
Our long-term investments increased 4.9% from $332.0 million at December 31, 2011 to $348.4 million at June 30, 2012. The primary reason for the increase in our long-term investments during 2012 was cash generated from operations. Long-term investments at June 30, 2012 and December 31, 2011 included an investment in a certificate of deposit of $48.3 million, which serves as collateral for our revenue bonds, as discussed below. We have various equity investments included in long-term investments at a cost of $18.1 million and $12.8 million, and with a fair value of $35.9 million and $31.3 million, at June 30, 2012 and December 31, 2011, respectively.
Long-term investments at June 30, 2012 also include $10.8 million related to our deferred compensation plans; $2.1 million of other investments carried at cost, consisting of interests in two private equity funds and an investment in a privately held telecommunications equipment manufacturer; and $0.8 million of a fixed income bond fund.
We review our investment portfolio for potential “other-than-temporary” declines in value on an individual investment basis. We assess, on a quarterly basis, significant declines in value which may be considered other-than-temporary and, if necessary, recognize and record the appropriate charge to write-down the carrying value of such investments. In making this assessment, we take into consideration qualitative and quantitative information, including but not limited to the following: the magnitude and duration of historical declines in market prices, credit rating activity, assessments of liquidity, public filings, and statements made by the issuer. We generally begin our identification of potential other-than-temporary impairments by reviewing any security with a fair value that has declined from its original or adjusted cost basis by 25% or more for six or more consecutive months. We then evaluate the individual security based on the previously identified factors to determine the amount of the write-down, if any. As a result of our review, we recorded an other-than-temporary impairment charge of $33 thousand during the six months ended June 30, 2012 related to eight marketable equity securities. For the six months ended June 30, 2011, we recorded an other-than-temporary impairment charge of $12 thousand related to three marketable equity securities.
 
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Financing Activities
Dividends
In July 2003, our Board of Directors elected to begin declaring quarterly dividends on our common stock considering the tax treatment of dividends and adequate levels of Company liquidity. During the six months ended June 30, 2012, we paid dividends totaling $11.5 million.
Debt
We have amounts outstanding under loans made pursuant to an Alabama State Industrial Development Authority revenue bond (the Bond) which totaled $47.0 million at June 30, 2012 and December 31, 2011. At June 30, 2012, the estimated fair value of the Bond was approximately $48.4 million, based on a debt security with a comparable interest rate and maturity and a Standard & Poor’s credit rating of A+. Included in long-term investments are restricted funds in the amount of $48.3 million at June 30, 2012 and December 31, 2011, which is a collateral deposit against the principal amount of the Bond. We have the right to set-off the balance of the Bond with the collateral deposit in order to reduce the balance of the indebtedness. The Bond matures on January 1, 2020, and bears interest at the rate of 5% per annum. In conjunction with this program, we are eligible to receive certain economic incentives from the state of Alabama that reduce the amount of payroll withholdings we are required to remit to the state for those employment positions that qualify under this program.
We are required to make payments in the amounts necessary to pay the principal and interest on the amounts currently outstanding. Based on positive cash flow from operating activities, we have decided to continue early partial redemptions of the Bond. It is our intent to make annual principal payments in addition to the interest amounts that are due. In connection with this decision, $0.5 million of the Bond debt has been classified as a current liability in accounts payable in the Consolidated Balance Sheet at June 30, 2012.
Stock Repurchase Program
Since 1997, our Board of Directors has approved multiple share repurchase programs that have authorized open market repurchase transactions of up to 35 million shares of our common stock. During the six months ended June 30, 2012, we repurchased 0.5 million shares of our common stock at an average price of $29.51 per share. We have the authority to purchase an additional 5.4 million shares of our common stock under plans approved by the Board of Directors on April 14, 2008 and October 11, 2011.
Stock Option Exercises
To accommodate employee stock option exercises, we issued 0.2 million shares of treasury stock for $4.3 million during the six months ended June 30, 2012. During the six months ended June 30, 2011, we issued 1.7 million shares of treasury stock for $33.0 million.
Off-Balance Sheet Arrangements and Contractual Obligations
We do not have off-balance sheet financing arrangements and have not engaged in any related party transactions or arrangements with unconsolidated entities or other persons that are reasonably likely to materially affect liquidity or the availability of or requirements for capital resources. During the six months ended June 30, 2012, there have been no material changes in contractual obligations and commercial commitments from those discussed in our most recent Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 29, 2012 with the SEC.
We have committed to invest up to an aggregate of $7.9 million in two private equity funds, and we have contributed $8.4 million as of June 30, 2012, of which $7.7 million has been applied to these commitments.
 
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FACTORS THAT COULD AFFECT OUR FUTURE RESULTS
The following are some of the risks that could affect our financial performance or could cause actual results to differ materially from those expressed or implied in our forward-looking statements:
 
 	•	 	Our operating results may fluctuate in future periods, which may adversely affect our stock price.	
 
 	•	 	Our revenue for a particular period can be difficult to predict, and a shortfall in revenue may harm our operating results.	
 
 	•	 	The failure to complete the integration of the NSN BBA business as soon as we expect or the failure to realize benefits from this acquisition as significant as we expect may affect our future results of operations and financial condition, and could affect our stock price.	
 
 	•	 	General economic conditions may reduce our revenues and harm our operating results.	
 
 	•	 	Our exposure to the credit risks of our customers and distributors may make it difficult to collect accounts receivable and could adversely affect our operating results and financial condition.	
 
 	•	 	We expect gross margin to vary over time, and our level of product gross margin may not be sustainable.	
 
 	•	 	We must continue to update and improve our products and develop new products in order to compete and to keep pace with improvements in telecommunications technology.	
 
 	•	 	Our products may not continue to comply with the regulations governing their sale, which may harm our business.	
 
 	•	 	Our failure or the failure of our contract manufacturers to comply with applicable environmental regulations could adversely impact our results of operations.	
 
 	•	 	If our products do not interoperate with our customers’ networks, installations may be delayed or cancelled, which could harm our business.	
 
 	•	 	The lengthy approval process required by major and other service providers for new products could result in fluctuations in our revenue.	
 
 	•	 	We engage in research and development activities to improve the application of developed technologies, and as a consequence may miss certain market opportunities enjoyed by larger companies with substantially greater research and development efforts who may focus on more leading edge development.	
 
 	•	 	We depend heavily on sales to certain customers; the loss of any of these customers would significantly reduce our revenues and net income.	
 
 	•	 	Our strategy of outsourcing a portion of our manufacturing requirements to subcontractors located in Asia or other international regions may result in us not meeting our cost, quality or performance standards.	
 
 	•	 	Our dependence on a limited number of suppliers may prevent us from delivering our products on a timely basis, which could have a material adverse effect on customer relations and operating results.	
 
 	•	 	We compete in markets that have become increasingly competitive, which may result in reduced gross profit margins and market share.	
 
 	•	 	Our estimates regarding future warranty obligations may change due to product failure rates, shipment volumes, field service obligations and other rework costs incurred in correcting product failures. If our estimates change, the liability for warranty obligations may be increased or decreased, impacting future cost of goods sold.	
 
 	•	 	Managing our inventory is complex and may include write-downs of excess or obsolete inventory.	
 
 	•	 	The anticipated growth of our international operations could expose us to additional risks, increase our costs and adversely affect our operating results and financial condition.	
 
 	•	 	We may be adversely affected by fluctuations in currency exchange rates.	
 
 	•	 	Our success depends on our ability to reduce the selling prices of succeeding generations of our products.	
 
 	•	 	Our failure to maintain rights to intellectual property used in our business could adversely affect the development, functionality, and commercial value of our products.	
 
 	•	 	Software under license from third parties for use in certain of our products may not continue to be available to us on commercially reasonable terms.	
 
 	•	 	We may incur liabilities or become subject to litigation that would have a material effect on our business.	
 
 	•	 	Consolidation and deterioration in the competitive service provider market could result in a significant decrease in our revenue.	
 
 	•	 	We depend on distributors who maintain inventories of our products. If the distributors reduce their inventories of these products, our sales could be adversely affected.	
 
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•	 	If we are unable to successfully develop relationships with system integrators, service providers, and enterprise value added resellers, our sales may be negatively affected.	
 
•	 	If we fail to manage our exposure to worldwide financial and securities markets successfully, our operating results and financial statements could be materially impacted.	
 
•	 	Changes in our effective tax rate or assessments arising from tax audits may have an adverse impact on our results.	
 
•	 	We are required to periodically evaluate the value of our long-lived assets, including the value of intangibles acquired and goodwill resulting from business combinations. Any future impairment charges required may adversely affect our operating results.	
 
•	 	Our success depends on attracting and retaining key personnel.	
 
•	 	Regulatory and potential physical impacts of climate change and other natural events may affect our customers and our production operations, resulting in adverse effects on our operating results.	
 
•	 	While we believe our internal control over financial reporting is adequate, a failure to maintain effective internal control over financial reporting as our business expands could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.	
 
•	 	The price of our common stock has been volatile and may continue to fluctuate significantly.	
The foregoing list of risks is not exclusive. For a more detailed description of the risk factors associated with our business, see Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011, filed on February  29, 2012 with the SEC.
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to financial market risks, including changes in interest rates and prices of marketable equity and fixed-income securities. The primary objective of the large majority of our investment activities is to preserve principal while at the same time achieving appropriate yields without significantly increasing risk. To achieve this objective, a majority of our marketable securities are investment grade, municipal, fixed-rate bonds, municipal variable rate demand notes and municipal money market instruments denominated in United States dollars. Our investment policy provides limitations for issuer concentration, which limits, at the time of purchase, the concentration in any one issuer to 5% of the market value of our total investment portfolio.
We maintain depository investments with certain financial institutions. Although these depository investments may exceed government insured depository limits, we have evaluated the credit worthiness of these financial institutions, and determined the risk of material financial loss due to exposure of such credit risk to be minimal. As of June 30, 2012, $30.8 million of our cash and cash equivalents, primarily certain domestic money market funds and foreign depository accounts, were in excess of government provided insured depository limits.
As of June 30, 2012, approximately $427.5 million of our cash and investments may be directly affected by changes in interest rates. We have performed a hypothetical sensitivity analysis assuming market interest rates increase or decrease by 50 basis points (bps) for an entire year, while all other variables remain constant. At June 30, 2012, we held $165.0 million of cash and investments where a change in interest rates would impact our interest income. A hypothetical 50 bps decline in interest rates as of June 30, 2012 would reduce annualized interest income on our cash and investments by approximately $0.7 million. In addition, we held $356.8 million of fixed-rate municipal bonds and corporate bonds whose fair values may be directly affected by a change in interest rates. A hypothetical 50 bps increase in interest rates as of June 30, 2012 would reduce the fair value of our municipal fixed-rate bonds and corporate bonds by approximately $1.7 million.
As of June 30, 2011, approximately $437.9 million of our cash and investments was subject to being directly affected by changes in interest rates. We have performed a hypothetical sensitivity analysis assuming market interest rates increase or decrease by 50 bps for the entire year, while all other variables remain constant. A hypothetical 50 bps decline in interest rates as of June 30, 2011 would have reduced annualized interest income on our cash, money market instruments and municipal variable rate demand notes by approximately $0.2 million. In addition, a hypothetical 50 bps increase in interest rates as of June 30, 2011 would have reduced the fair value of our municipal fixed-rate bonds and corporate bonds by approximately $3.0 million.
For further information about the fair value of our available-for-sale investments as of June 30, 2012 see Note 6 of Notes to Consolidated Financial Statements.
 
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 ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) for ADTRAN. Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, have concluded that our disclosure controls and procedures are effective.
(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 PART II. OTHER INFORMATION
 ITEM 1A. RISK FACTORS
A list of factors that could materially affect our business, financial condition or operating results is included under “Factors That Could Affect Our Future Results” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Item 2 of Part I of this report. There have been no material changes to the risk factors as disclosed in Item 1A of Part I of our most recent Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012 with the SEC.
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth repurchases of our common stock for the months indicated:

Period	  	Total
Number of
Shares
Purchased	 	  	Average
Price
Paid per
Share	 	  	Total Number of
Shares  Purchased
as Part of Publicly
Announced Plans
or Programs	 	  	Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs	 	
April 1, 2012 – April 30, 2012	  	 	268,283	  	  	$	29.68	  	  	 	268,283	  	  	 	5,588,679	  	
May 1, 2012 – May 31, 2012	  	 	186,872	  	  	$	29.27	  	  	 	186,872	  	  	 	5,401,807	  	
June 1, 2012 – June 30, 2012	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	5,401,807	  	
	  	 	 	 	  				  	 	 	 	  				
Total	  	 	455,155	  	  				  	 	455,155	  	  				
	  	 	 	 	  				  	 	 	 	  				
On April 14, 2008, our Board of Directors approved additional repurchases of up to 5,000,000 shares of our common stock. This plan will be implemented through open market purchases from time to time as conditions warrant.
On October 11, 2011, our Board of Directors approved additional repurchases of up to 5,000,000 shares of our common stock. Upon completion of the current plan, this plan will be implemented through open market purchases from time to time as conditions warrant.
 
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 ITEM 6. EXHIBITS
Exhibits.

			
Exhibit No.	  	Description	
		
31	  	Rule 13a-14(a)/15d-14(a) Certifications	
		
32	  	Section 1350 Certifications	
		
101.INS*	  	XBRL Instance Document	
		
101.SCH*	  	XBRL Taxonomy Extension Schema Document	
		
101.CAL*	  	XBRL Taxonomy Extension Calculation Linkbase Document	
		
101.LAB*	  	XBRL Taxonomy Extension Labels Linkbase Document	
		
101.PRE*	  	XBRL Taxonomy Extension Presentation Linkbase Document	
		
101.DEF*	  	XBRL Taxonomy Extension Definition Linkbase Document	

*	Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.	
 
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 SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

							
	 		 		 	ADTRAN, INC.	
	 		 		 	(Registrant)	
				
Date: August 3, 2012	 		 		 	/s/ James E. Matthews	
	 		 		 	James E. Matthews	
	 		 		 	Senior Vice President – Finance,	
	 		 		 	Chief Financial Officer, Treasurer,	
	 		 		 	Secretary and Director	
	 		 		 	(Principal Accounting Officer)	
 
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 EXHIBIT INDEX

			
Exhibit No.	  	Description	
		
31	  	Rule 13a-14(a)/15d-14(a) Certifications	
		
32	  	Section 1350 Certifications	
		
101.INS*	  	XBRL Instance Document	
		
101.SCH*	  	XBRL Taxonomy Extension Schema Document	
		
101.CAL*	  	XBRL Taxonomy Extension Calculation Linkbase Document	
		
101.LAB*	  	XBRL Taxonomy Extension Labels Linkbase Document	
		
101.PRE*	  	XBRL Taxonomy Extension Presentation Linkbase Document	
		
101.DEF*	  	XBRL Taxonomy Extension Definition Linkbase Document	

*	Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.	
 
37

Exhibit 31
CERTIFICATIONS
I, Thomas R. Stanton, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of ADTRAN, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 3, 2012

/s/ Thomas R. Stanton	
Thomas R. Stanton
Chief Executive Officer and Chairman of the Board	

I, James E. Matthews, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of ADTRAN, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 3, 2012

	
	
/s/ James E. Matthews	
James E. Matthews	
Senior Vice President – Finance,	
Chief Financial Officer, Treasurer,	
Secretary and Director	

Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ADTRAN, Inc. (the “Company”) on Form 10-Q for the quarter ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas R. Stanton, Chief Executive Officer and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Thomas R. Stanton	
Thomas R. Stanton	
Chief Executive Officer and Chairman of the Board	
August 3, 2012	

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ADTRAN, Inc. (the “Company”) on Form 10-Q for the quarter ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James E. Matthews, Senior Vice President – Finance and Chief Financial Officer, Treasurer, Secretary and Director of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/James E. Matthews	
James E. Matthews	
Senior Vice President – Finance,	
Chief Financial Officer, Treasurer,	
Secretary and Director	
August 3, 2012